Ultimate SpiderMan: Face Off
by Angelus-v1
Summary: A foe from Peter's past is back to seek revenge but with no secret identity and still lying low from the public, can he rise to fight this threat? And what role will the other masked vigilante play?
1. Chapter 1

**1.**

Triskelion holding cells:

For the past hour and a half a solitary figure waited patiently in a room lit by a single overhead light. The table before him sat empty with a heavy duty metal door just beyond. A large mirror, obviously a two-way, was on his left. He couldn't help but literally stare blankly into it the entire time he set alone and loathe whoever was behind it. What broke his concentration from the mirror was the buzzing of the door as it unlocked and admitted someone he didn't care for in the least. She sat down across the table from him and opened a file marked top secret, taking her time in going over it.

"Wish Briggs would have told me he was skipping out early," she said with a sigh before looking up at him. "Now as the acting director of Shield, you may address me as Agent Danvers." The blonde suit wearing agent flipped through a few more pages before shutting the file and crossing her arms. "Now, which one are you?"

The man sitting across from her blankly stared back at her.

"You do know it was by my orders you're alive. Originally you're supposed to be left as a giant ice cube but given your unique abilities, I thought…"

"What you thought was that I would play nice and work with you, right? I've heard it all before," the man said. How he accomplished such a task given his features, she didn't know.

"Good. Now that were on the same page, do you mind telling me which one you are?"

"Why do you want to know which one I am? Shouldn't you secret agents know everything about me?"

"Like I said, special abilities. Your DNA makes it impossible to determine your gender. And as for your sex, we were actually surprised when you didn't have one."

"I know," the man said flatly. "It takes the fun out of being human. As for your question, I'm both."

"Both?"

"Yeah. That was my sister and brother he killed. That punk, Spider-Man. Him and his little friends."

Agent Danvers placed the file on the table than stood from her seat. "What would you say to an early parole?"

"What?"

"Parole. You do something for me, I'll do something for you." She walked over to the window and stood at full attention. "I've been the acting head of Shield for a while now. Ever since Fury was jailed in another reality. Since then, I've been charged with keeping all super powered humans and check. This Spider-Man…"

"You mean Parker?" the man interrupted.

"Yes, Parker. Close to a year ago, he was presumed dead but I saved him on a contingency order from Fury and now he's gone rogue."

"Then why not go get him?"

"He's still considered a minor but you, you I can use. Work for me, for Shield, and I'll see to it your past crimes are stricken from the record. All you need to do is bring me Parker, alive, so I can lock him behind bars for the rest of his wall crawling life."

The man shifted in his seat. His shackles clanked with his every movement. "Just so we're clear, you want me to go after a kid and bring him back to you alive, despite the fact that I want him dead for what he's done, and you'll make me a free man?"

"Well, freeish," Danvers told him. "You'll have to work for Shield of course."

"Interesting. Or is it that you don't want to get your hands dirty?"

"It comes with my position. I don't have to do the dirty work." She turned around to face him and was greeted with a site she herself hadn't planned on.

"Well unlike you," the man said as he stood where his chair once was. He pulled out a dead Shield agent he hid under his chair and part of the table where his shackles rested. "I like to get my hands dirty."

Before Carol could grab her gun or alert anyone for help, the man struck her alongside the Temple with the end of one of his restraints. She fell to the floor unconscious as the man moved the dead agent onto his belly. He knew he wouldn't have but a moment or two before the agents on the other side of the mirror came in and hurried in taking off the man's clothes. By the time he had stripped his prison jumpsuit off, the two agents from the next room came crashing in the door but were shot dead as the man ran out with an arm full of clothes and Carol's gun.

"Crap, forgot to grab the passes." He hurried into a shadowed area and hastily dressed himself.

The first squad of Shield agents arrived at the interrogation room a few moments later after the alarm went off. It was chaos after the shots were fired and the Shield personnel questioned if there were any deaths to their ranks. As the squad of agents rounded the corner into the interrogation hallway, Agent Carol Danvers appeared in front of them.

"Agent Danvers…" another one of the agents said before being stopped by his superior.

"Quiet and follow me. The prisoner escaped to sector twelve. He's heading to the nearest exit."

"Agent Danvers, we heard Gunshots," the other agent said. "Were you hit?"

"No, but he injured my leg and took my passes. You'll have to unlock the doors for me."

The three Agents and Danvers took off to sector twelve. It had the only exit from the Triskelion to an outside parking area for Shield vehicles. The four agents ran at top speed to the door that would lead to the criminal's freedom.

Back the way they came, a second squad of agents arrived at the interrogation room. They checked on the two agents lying on the floor, but it was too late to save them. Looking around, one of them found another body within the room.

"Damn," one of the agents put a pair of fingers to the body's neck and was relieved when he felt the pulse. "I need a medic in interrogation room nine. Danvers is down. Repeat, Danvers is down, but breathing."

Outside in a Shield parking lot, Carol Danvers entered one of the vehicles marked for public transit. Despite the rush of Shield soldiers spreading throughout the base and parking area, she got to the exit fairly quickly.

"Agent Danvers," the security agent said once she drove up. "The base is under lockdown. I can't let anyone in our out."

Looking at the security guard, she gave an evil grin before pulling out a pistol. After dispatching of the guard, she entered the busy streets of New York. The vehicle would have to be ditched as it would of course have a tracking device on it. But for the time being, she relaxed and turned on the radio. As music blasted from the speakers, she reflected on the agents she killed to get out of the Triskelion as well as think of what to do next as her face shifted. She now had no face to speak of whatsoever.

To be continued.


	2. Chapter 2

**Part 2**

Within the home of Peter Parker, once known to the world as Spider-Man, things were hectic. Gwen, Johnny, and Bobby were quickly going over homework, eating breakfast, or finishing getting dressed as May Parker kept a steady supply of eggs going. Bacon slapped on plates and hashbrowns were scooped out of the frying pan and into a serving bowl. With all the clutter from the kitchen, it was a wonder anyone heard the doorbell ring. Even more of a wonder was how a person could sleep through all the noise like the young man upstairs.

While the rest of the house was filled with noise, Peter's room remained somewhat quiet. In the last few months his room slowly turned into its original state. His dresser and closet filled with clothing, shoes and dirty laundry lay scattered on the floor, and a TV rested in a corner with DVDs lying beside it. There was even an old couch sitting in front of a large window overlooking the street like the one before. As if the ruckus downstairs wasn't enough, the stairs leading up to his attic room creaked with the weight of footsteps coming up. Being careful not to make any more noise than she could help, Mary Jane snuck over to the front of Peter's bed with a grin. Carefully, she climbed on and crawled over to his body. She took her time in straddling her sleeping boyfriend until her face was directly over his and their noses touched.

"Wakey, wakey, it's Mary Janey." She leaned down and gently kissed him on the lips, which stirred him from his slumber. "Morning, Tiger," she said with a bright smile.

"I like waking this way more than with my alarm clock." He wrapped his arms around her underneath her denim jacket and pressed her body his.

"I knew you would."

The two kissed again. Since the revelation he was alive, he and Mary Jane spent as much time as they could together. Now wasn't any different. Every day before school she would stop by his house before leaving with the others for a few moments with him. Peter on the other hand, would be forced to stay indoors, isolated from the rest of the world until he figured out what to do next. As the two teenagers focused on each other, they neglected to hear the sound of footsteps coming from the stairs to his room.

"Peter," came May Parker's voice. "Breakfast's ready, so go ahead and go eat."

At the sound of her voice, Peter's eyes opened wide and with a thrust of his hips, Mary Jane went from lying on top of him to landing on the floor. As May entered his room, he acted as if he were just getting up while Mary Jane was already on her feet.

"Hey, Aunt May," Peter said in the middle of a stretch.

"Hey, Aunt May," Mary Jane said. She discreetly rubbed her hip where she landed as she stood.

After looking both teens over, May crossed her arms and raised an eyebrow.

"What?" Peter asked.

"What's the rule of the house?"

"No hanky-panky."

"Right."

"But we didn't do anything."

"Says the young man wearing only his boxers and in his room alone with his girlfriend. Come on, the others are getting ready to go. I'll drive you all if you want."

"Thanks, Aunt May." Mary Jane could feel her face grow warm at nearly getting caught with Peter like that. The feeling grew more intense when she saw May look at her nephew and wiped the corner of her mouth in a silent signal. When she looked over at her boyfriend, she saw a smudge of her lipstick on his mouth.

"I may be the cool aunt, but I'm not that cool. Come and eat before the food gets cold," May said as she went back downstairs. Peter and Mary Jane grinned at each other before moving to follow her.

A few hours after everyone went to school, Peter found himself sitting up in his room and looking out his window. He could see young kids playing outside and people walking their dogs or jogging through the neighborhood. It was a pain to not be able to venture outside with the others and instead having to be cooped up inside the house all day.

Beside him sat a few textbooks of Bobby and Gwen's. They hardly ever seemed to take them with them so he decided to take advantage of that and read up on their school subjects. When he wasn't doing that he was lifting weights or doing some other kind of workout for the sake of keeping busy. Night was the only opportunity to get out but that meant only going as far as the beginning of the city, which really put a crimp on his and the others hang out plans. As he continued to stare out his window, he didn't hear his Aunt coming up the stairs.

"Peter? Are you okay?"

Breaking his gaze from the outside world for the first time in an hour, he looked over at her and nodded. "Yeah. Yeah, I'm okay."

"Talk." His Aunt joined him at the window. "What's on your mind?"

"Well… it's just that… I don't feel like I really belong here anymore."

"What makes you see that, sweetie?"

"Well, look. Everyone's going on with their lives like nothing happened. It's like no one cares about anything. Something happens and if one person who cares mentions it, they're either ignored or looked at as being crazy. Here I am able to do something but I can't even try because I don't have an opportunity to do so in the first place."

He looked at his aunt, who didn't say anything, only listened. "Aunt May, I want to go outside. I want to go back to school. I want to be able to go out in public but everyone knows who I am. I don't have a secret identity any more. The world knows who I am."

May stared at him for a moment. Everything he said was true to the people outside the house. That night changed their lives forever, but her nephew, who was more like a son, came back and she had never stopped to think of what the repercussions could be. It took her awhile but she came up with a temporary solution. Standing up, she placed a hand on his head and looked him over. She turned his face left, right, and ran her fingers through her hair.

"Aunt May, what are you..." Peter tried to say.

"I think a three or maybe a four will do. And maybe black or blond."

"Huh?"

"Come with me," she told him as she stood back up. "It's time for a change."

Near downtown Manhattan, a small army surplus store was late in opening for the day; however, the backdoor was in splinters. The man who owned the store was tied up and unconscious while at the same time, he was cleaning out be safe of its money and stuffing it into a bag full of items from the shop including a fully automatic pistol and several smoke bombs.

As the second storeowner finished up and headed out of the store, the site of a black and red costumed individual swinging towards him brought him to a halt.

"Damn. He must've had a silent alarm," he muttered. "How the hell did he get here so fast?"

Thinking quickly, the store owner began to yell he was being robbed as the costumed vigilante known as Spider-Man landed in front of him.

_I think I'll have a little fun._ He thought.

To be continued.


	3. Chapter 3

**3.**

**With the Parker kid in hiding and Carol Danvers looking for him, the store owner saw an opportunity to kill two birds with one stone. From afar, Spider-Man looked the same, except for the costume but up close it was as if he were a completely different person. The height and built were completely different along with the voice. Maybe it was a possibility the Parker kid was trying to start over with a new Spider-Man identity but regardless of who this was, he knew he had a chance to avenge the death of his twin and his subsequent incarceration. With a good look at the costume and a solid handle on his voice, the store clerk directed the masked vigilante into the store with an excuse that the robbers were still inside then quickly retreated to the street with another face.**

**"Too damn easy," the new faced store clerk said as he blended into the crowd. "Before I leave, I will make sure you're nothing but a memory. Then it's off to Bora Bora, Fiji, or wherever."**

**He couldn't help but look back and watch as the dark suited vigilante emerged from the store with the real clerk. Even the way he moved was different.**

**"See you later kid. First they'll hate you. Then I'll kill you. The spider versus the chameleon. So much fun." The man known as the chameleon sunk into a shadowed alley with his bag of provisions as Spider-Man looked about the area and helped the store clerk.**

**With the Bell ringing to signal the end of the school day, students of Midtown High were clamoring from the classes to head for home. As always, students rushed out of the building or to lockers to meet their friends while Gwen, Mary Jane, and Johnny waited by the main corridor for Bobby as the hallways cleaned out.**

**"What's taking him so long?" Gwen asked with a mouth full of candy. "We need to go."**

**"What's your hurry?" asked Mary Jane.**

**"I'm gonna miss that show about the person who's after that other person with their secret about the first person."**

**"Oh yeah, that's a good show."**

**"Can one of you hurry him along?" Johnny asked. "Or at least bribe someone to go out with him."**

**"I don't think a girl's dream date for prom is to go out with the class clown." Mary Jane checked her watch with a huff. "We're gonna be late meeting Peter."**

**"Fine," Gwen said while rolling her eyes. "I'll play enforcer again."**

**Both Johnny and Mary Jane watched as their blonde friend marched toward Bobby and roughly grabbed him by the collar of his shirt. He put up a slight struggle but it was useless as she easily drug him back to the others.**

**"Stop it! I was so close and getting her number," Bobby yelled.**

**"When a girl says 'get lost' it's usually a good indicator she's not giving you anything."**

**"But I was wearing her down."**

**"Bobby, give it up," Johnny said. "Her shoulder's colder than you'll ever be."**

**Several blocks from the high school between a deli in a music store, the four teenage friends waited for the fifth member of their group. As always, he was late. It was as if his internal clock was always off by a few minutes unless he were wearing a particular costume, in which case he was always there just in time.**

**The small group of teenagers stood just outside the somewhat secluded alley between the buildings. Mary Jane leaned against the music store while Gwen and Johnny tossed a ball between them. Bobby paced back and forth while drinking a large lemonade from the deli and checked his watch every few steps.**

**"How long is he going to be?" Bobby asked the others. "Doesn't he have a cell phone?"**

**"He hasn't gotten one yet," answered Gwen. "Aunt May's thinking about getting him one of those pay-as-you-go phones, but he said he didn't want one yet."**

**"Well, far be it for Spider-Man to…"**

**"Bobby," Mary Jane interrupted.**

**"Jeez, man," said Johnny.**

**"Newsflash popsicle, we're not alone here." Gwen gestured her hand toward the alley where a young, blond haired man sipping a drink was standing beside a dumpster. They couldn't tell who he was but given the worn in clothes and the dark sunglasses, he appeared to just be another high schooler or street punk who didn't seem to pay them any attention.**

**"I didn't know who was still there," Bobby said in a hushed tone. "I thought he'd be gone by now."**

**"Well he's not. He still here," Mary Jane told him.**

**"Uh, actually, he's behind you." Gwen turned her head away slightly as the young man approached.**

**"Hey," he said to Mary Jane.**

**"Uh, hi."**

**"I was standing over there and you look pretty cool. What's your name?"**

**"Mary."**

**"Listen, uh, Mary, if you're not doing anything… maybe we could…"**

**"Actually, we're fixing to go," Johnny said. "Homework and jobs to get to."**

**"Hold on," Gwen said as she pushed by Mary Jane and stared down the new guy.**

**"Gwen, don't," Mary Jane told her to no effect.**

**"No, no. Aren't you sick of this happening?" Gwen said looking at Mary Jane then turned back to the new guy who just stared at her. "Look, everyone knows who she is. Everyone knows about her modeling gig and that she was with Peter Parker. Everyone knows who he was what happened to him. So you can drop whatever this is and leave her alone, whoever you are. So just back off."**

**"Okay, sorry," the guy said with his hands up.**

**"I'm sorry," Mary Jane told him. "She's right. This happens much too often. By the way, what's your name?"**

**"Well, my name's Benjamin. But someone usually calls me Tiger from time to time."**

**The four teenagers stared wide eyed at Benjamin. At first his voice was a notch higher but now I was more familiar after it came down a level or two.**

**"Peter?" Mary Jane asked slowly.**

**"You're damn right, Peter," Benjamin said as he ripped his sunglasses off. "Now how often do guys hit on you and why haven't you told me before? And I want names and addresses."**

**"Dude, you're blond," Johnny exclaimed.**

**"What happened to you?" asked Bobby.**

**"Aunt May did it. She gave me a haircut and dyed my hair so I can go out. Sunglasses were my idea." Peter held his hands out and looked his friends over. "So, what do you think?"**

**"What do we think?" Gwen asked. She looked at Johnny and nudged his arm with her elbow. "You're…one of us," she said in a mono-symbolic tone with Johnny joining in. "One of us, one of us, one of us."**

**"So you can really go out in public now?" Mary Jane asked.**

**"Yep." Peter slipped his glasses on again. "It's just me and my friends."**

**"No, you know who?"**

**"I don't even have a costume. Face it, MJ," he said while draping in arm around her shoulders. "You're stuck with me."**

**"Well, maybe I'll find a use for you." Both she and Peter had grins as she said that.**

**"Whoa, wait a minute, just hold on here. Before we go anywhere, let me go back and get a bottle of Mylanta," Bobby told them. "I think I'm gonna need it. If you two are gonna be like this."**

**To be continued**


	4. Chapter 4

**4.**

For the last week, Peter felt like his old self again. Not confined to this house any more, he was able to go to his usual hangouts, which as it turned out, were not that many. As his costumed persona, he would go patrolling for trouble over a great deal of the city. Any and all crimes were put to a stop and would see parts of the city only he had the privilege of seeing every day. Now; however, he found himself going to the library, walking with the others to school, going to his and Mary Jane's "place", meeting the others at or after school, and of course sneaking over to Mary Jane's house when her mom was asleep for the night.

With today being a school holiday, he and the others were at Central Park since midmorning. The five teenagers hit every food vendor and busied themselves by getting involved in pickup games of football or basketball. Every now and then they would run into someone who thought "Benjamin" looked familiar but a quick excuse or distraction by Bobby or Johnny would remedy that. Eventually as the day wore on Mary Jane and Peter separated from the others and spent their time alone simply talking.

"So let's just say, that will be the last time I watch one of Johnny's shows. Peter? Peter?" Mary Jane moved her leg slightly where Peter's head was resting. He was fast asleep in her lap. "Peter?"

He lay soundly sleeping clutching a candy with the shade of the tree they were under covering them from the afternoon sun as he used her leg for a pillow. Mary Jane took one last lick of her ice cream before moving it over his head. He was in perfect position and she couldn't resist. Slowly, she tilted the cone with some of the melted desert pooling near the edge. Bit by bit, she tilted the melted treat as her grin grew ever wider until it spilt out and dripped onto his face, waking him instantly.

"Ghi…what the…ugh, what happened?" He said up faster than Mary Jane expected and nearly bumped her cone from her hand.

"I told you to wake up, Tiger," she said while laughing. She took another lick of her ice cream as he wiped himself clean.

"What's this on me? Please don't let it be bird poop."

"It's ice cream."

"And this is the best way you could come up with to wake me?"

"You're not sleeping anymore, aren't you?" Her cone crunched as she bit it. "Come here, you missed a spot." She cleaned off his nose with a napkin as he did what she told him. "There, all clean."

Peter didn't pull away but remained extremely close to her with a smirk on his face, which made her blush. She ran a hand over his newly dyed hair and leaned in close. Their lips nearly touched when a loud explosion from across the park made them separate.

"What was that?" Mary Jane asked.

"Trouble," Peter said. "Where's Johnny or Bobby?"

"Don't know. Bobby said something about getting more food. Johnny went to some music store. And Gwen, well, she's Gwen."

No sooner had she finished when another explosion occurred. Those in the park began fleeing should the cause of the destruction come closer, but it didn't appear to be doing so.

"MJ."

"Go."

"What?"

"Go, it's who you are," she said with a smile.

"I can't. I don't even have a…"

Mary Jane tossed a backpack she had been carrying with her at him. "Yeah you do."

Taking a look inside the bag, Peter was greeted with the sight of a brand new Spider-Man costume with a spare set of webshooters he had given MJ should his old ones break down from several months ago. "MJ, I…"

"I know. I love you too. Now go save the day." With a wide smile, Peter slung the bag over his shoulder and hurried off for a place to change as his girlfriend saw him off.

In the middle of the destruction, the red and blue Spider-Man tossed several small explosives down a rooftop vent. Seconds later they detonated and blew out the windows of the floor beneath him. In the middle of the rooftop were several hostages tied up with several more bombs around them. Struggling was as useless as shouting for help since they each had a ball gag on. The four women and three men were cut and bruised, but otherwise okay. They only hoped someone would come to their rescue, but with time counting down on the explosives around them, their hope was running out.

"Come on, where are those two?" Chameleon kept his eyes on the sky for any sign of his intended quarry but had yet to see either of them.

"What does a guy have to do to attract a bug boy? Level an entire block?"

He checked his watch and looked over towards another building. His patience was just about wearing thin when the sight of a black and red costume caught his eye. "Finally."

The red and black clad Spider-man landed in a run and made a beeline for the hostages. "Hold on, I'm coming!"

Several of the hostages shook their heads for him to back off and to their relief, it worked. Spider-Man came to a halt a few feet before the bombs and took stock of what lay before him. Five bombs were situated around the people with a net like layout of wires that were attached to each person.

"Great, what I do now?" the black and red Spider-man muttered.

"How about give up the costume?" Chameleon, dressed as the red and blue Spider-man, emerged from behind in air-conditioning unit.

"What the…you, you're…alive?"

"And you're dead." A small bomb flew at Spider-Man who dove out of the way just as it ignited in the air.

Several of the hostages were blinded from the explosion but were otherwise okay. It was only a flash bomb and not one of its deadly cousins.

"You've got one choice wannabe," Chameleon yelled. "Stop being Spider-Man or there really will be a dead bug."

Several more bombs flew at the red and black vigilante. Backflipping out of the way, he dodged a number of them but was struck with several pieces of shrapnel in the arm.

"Just let me get them out of here first." Looking his arm over, Spider-Man removed several small pieces of metal from his forearm and shoulder. "I thought you were a hero! Why are you doing this?"

"Why aren't you?" Reaching behind his waist, chameleon pulled out a similar device with a red switch on it. "Never did I think someone else would try to replace me. I do all the work while you take all the glory."

"I didn't do anything! You're supposed to be dead, I… Crap!"

Three bombs landed beside the masked man and detonated several seconds later, but he was long gone by then. The building's roof had another hole in it from the explosion and felt like it was becoming more and more unstable.

"You have five minutes to make your mind up. Chase me or save them." Taking his leave, chameleon grabbed a duffel bag and took off running for an adjacent building.

Looking at the fleeing red and blue Spider-Man then the hostages, the red and black costumed vigilante's mind was made up. The only problem was how he was going to get them free of the bombs in time without them exploding as he did so.

Three Buildings over, the Chameleon ducked behind a line of rooftop air conditioner units to enact the second phase of his plan. A look through his bag pleased him as he had plenty of bombs left for what he had in store. "Now if the other one will just…ah, good. He's even in costume."

Reaching up, he pulled off his Spider-Man mask and stripped off the rest of his red and blue costume. He was now dressed as the red and black Spider-Man.

To be continued


	5. Chapter 5

**5.**

"This is Janice Saint James from Channel 7 news. We have just arrived on the scene of a building with large explosions occurring on the roof and top two floors. Early reports indicate an unknown group of hostages among the destruction but no one has seen any sign of the…"

A massive explosion erupted just as the reporter was describing the scene. The entire top floor and roof of the building collapsed on itself with rubble raining down on the street. People fled from being hit as police and other emergency crews rushed to get them to safety as Mrs. James questioned herself on why she wore high heels and a dress today. It was complete chaos as cars were smashed and people screamed in panic.

"Oh, oh my…the hostages!" Janice ducked behind the news van as she continued to report the situation. "A massive explosion just occurred at the top floor of the building, completely obliterating the roof and may have killed the…"

"Hey, look!" Drawing the reporter's attention was a bystander pointing at the sky.

Darting from building to building, the red and blue Spider-Man closed in on where the destruction was occurring. He was moving at such a fast rate that those below had a hard time keeping up with him. Janice herself was having a hard time trying to figure out what she was seeing as the red and blue blur drew near the scene of destruction.

"Oh crap." Peter muttered as he got closer. "Who the heck would…"

On top of the building he was fast approaching stood a red and black clad figure. It appeared to be running across the roof but stopped once it saw him. Peter couldn't believe his eyes as he began to make out a red web pattern and large white eyepieces. It was the other Spider-Man and he was carrying something in his hand.

"Hey you," Peter yelled as he landed. "What happened?"

"Great, just what I needed," the black and red Spider-Man said. "Why don't you stay dead!" He turned and ran back towards the burning building.

"Wait, hey!" Peter gave chase but catching up to the other Spider-Man was not as easy as he anticipated.

The fleeing vigilante ran in a zigzag pattern, leaping and sliding over and under any obstacles that were in his way. His red and blue counterpart was closing in on him fast and just about had him when several small bombs went off, forcing his pursuer to slow down.

Now on the next building, Spider-Man turned in taunted Peter by waving the metal object in his hand. "There's only room for one of us, hero, and I'm it! You're yesterday's news!" He took off running again as his pursuer reached the building he was on.

Peter's Spidersense was of little help as small bombs exploded around him the further onto the building he got. They were harmless smoke bombs so he had no way of knowing when another was going to explode. However, his Spider Sense did trigger almost a moment too late when a sudden explosion caught him nearly by complete surprise and bits of shrapnel embedded in his side torso, leg, and arm. Trickles of blood stained his costume and his left leg felt like it was on fire.

"Agh, damn." Peter pulled a piece of metal from his thigh with several spurts of blood spraying out and webbed his wound shut. He was now more determined to catch this guy but a nagging feeling in his head continued to tell him it made no sense as to why he was doing this.

Several rooftops away, a large web dome set partially on fire with various pieces of debris sticking out of it. A few fingers poked out its side and ripped the structure open as the black and red Spider-Man fell out.

"Is, is everybody alright?" He asked the hostages who were encased inside with him. He had managed to pull them off the rooftop and get them under cover in just the nick of time before the building blew.

"We're alright," one of the women said. "No one's hurt seriously thanks to you."

"I can't believe it," a man said. "The other one's back. What's his name? Why would he take us hostage and try to kill us?"

"I don't know," Spider-Man said. "But I'm gonna make him tell me."

Peter was closing in on the other Spider-Man even though he was being slowed down by his leg. He had chased him to the building directly adjacent to the demolished one when Spider-Man threw a small bomb at him. He easily avoided it by snaring it with his webbing and tossed it upwards to detonate safely the sky.

"Only one," Spider-Man said. "There can only be one of us. This is my city, has-been. Leave, and all this stops. Stay, and I'll have to show you things are always better new."

"Listen," Peter told him. "I don't know who you are or what your story is, but you need to stop on this."

"I'll stop when you go away. You didn't have to come back!"

"Trust me, I didn't. But you need to stop blowing stuff up and…"

"Shut it! The other Spider-Man pressed the switch on his handheld device and ignited a large amount of hidden bombs around the rooftop.

Peter's Spidersense shrieked at him to get out and he barely had time to do so as the entire rooftop erupted in a multitude of large explosions. It wasn't as large overall as the building before, but was still pretty damaging. He landed on the previously demolished building hard enough to break a normal person's bones and managed to stand up on wobbly feet after a few seconds.

"Ugh, I hate this guy." He could hear his bones crack as he straightened up and felt part of his costume hanging off in strips.

His entire body hurt from the impact with what was left of the first building's roof and top floor that he couldn't move fast enough to Dodge the attack from behind and went flying face first into a large slab of remaining wall.

"You hate me? You tried to kill those innocent people and me, so guess how I feel."

Turning around, Peter saw the black and red version of himself standing a few yards away. He was a little ragged but otherwise looked less injured than Peter.

Down on street level, Janice and a crowd of bystanders looked on as not one, but two Spider-Men stood atop the destroyed building.

"People of New York, I… I don't believe what we're seeing here but…the Spider-Man, the one we thought dead about a year ago is standing above us along with the new one that showed up not long after. I don't know what's going on, but one thing's for sure, they don't look too friendly.

Further down the street, concealed in the shadows of another building, the red and black vigilante Peter was chasing looked on through a pair of high-powered binoculars without his mask on. Even though his face did not have any discernible features other than eyes that seemed to form like where a normal person's would be, a long slit formed where his mouth should be and curled up on one side in an evil grin.

"Old school Spider-Man versus new school Spider-Man. Place your bets."

To be continued


	6. Chapter 6

**6.**

Alone on the destroyed rooftop, both masked vigilantes stared each other down. Exposed girders continued to burn off what once encased them with large chunks of concrete rubble littering the area. Despite the smoking ruins, both Spider-Men had no problem finding and keeping an eye on the other.

"One question," the red and black Spider-Man said. "Why?"

"Why, what?" the red and blue clad Peter asked. "You don't think I did this do you?"

"When I see you attempt to kill hostages and throw bombs at me, yeah, I kind of think you're responsible."

"I threw bombs? You're the one who tossed those party poppers at me."

"Yeah, right. Man, I looked up to you. I wanted to be you and you fake your own death to do stuff like this? I'm gonna take you in and people are going to see the real you." Diving headfirst, Spider-Man attempted to tackle Peter but missed as he leapt over him.

"Whoa, hey, slow your role a minute. I didn't do this. I…" Reeled from a quick punch to the face, Peter barely managed to catch in incoming kick to his midsection. He tossed the other Spider-Man aside into a nearby girder and rubbed his jaw. "You really want to do this? Fine. Bring it!"

The spider themed vigilantes charged at each other and met in the center of the rubble. Rights and lefts were thrown with such ferocity that a normal person's bones would easily have broken from the impacts. It was soon realized by the black and red one that his opponent was stronger than he was but was also being slowed down by his injuries, a fact that he took advantage of.

Blocking a punch from Peter, Spider-Man flipped over him and landed kick to his injured leg. The attack was enough to stagger him and left Peter open for another attack. Half stumbling and half limping away, The red and blue Spider-Man was snagged with a web line and yanked backwards when he was kicked hard in the back. Hitting a support beam, he had little time to react as his opponent continued to advance on him.

"The people trusted you," Spider-Man said. "How could you do this?"

"I didn't do anything, you idiot. I just got here. You're the one with the bombs!"

"Liar!"

The two made the entire building top their battleground as they tried to bring the other down. What was left of the walls were soon broken down by them crashing into them with girders ringing from their bodies colliding into the steel structures. With his leg aching and slowing him down, Peter knew he couldn't keep the fight up much longer. Having luring him in, Peter dodged an attack from his opponent and used a support beam between them to hoist himself up, rotate around, and plant both feet in the back of Spider-Man. Landing several yards away and crashing through what was left of a wall, Spider-Man slowly managed to get to his knees with a grunt. He rubbed his neck and was quite positive he had suffered whiplash from the attack.

"Alright, it's extremely obvious you haven't done this long like I have, so why not just give up and…"

Peter's Spider Sense blared a moment before he was hit across the face with a metal object. Had he not been injured, he would have moved fast enough to avoid the attack but since he could barely put any weight on his left leg, he found himself on his back against a large slanted slab of concrete.

"I said I'm gonna take you in," Spider-Man said as he discarded a piece of metal pipe. "And that's exactly what I'm going to do."

Fighting the dizziness he felt, Peter looked through a broken eye piece in his mask. The sliver of Plexiglas was shattered on the left side and the right was fragmented. As he moved to get to his feet, the other Spider-Man fired two weblines, one on each side of him, and launched himself in a slingshot like manor to deliver a knockout blow to his opponent.

The moment before the red and black Spider-Man made impact, Peter put his foot up just in time to stop his momentum. At point blank range, he shot a glob of webbing at Spider-Man's face and kicked him away. With his counterpart hitting the ground hard and struggling to get his face free of the webbing, Peter had time to collect himself and get back to his feet.

"You know what they say about copies?" Peter asked as Spider-Man ripped the webbing off. "They're never as good as the original."

With the webbing off his face, Spider-Man reacted just in time to block a punch by Peter. When he threw one of his own, Peter ducked it and moved behind him. When the other turned to face him, Peter leapt up and connected his knee with Spider-Man's chin. With as much strength as he could muster with his injured leg, Peter sent the red and black vigilante halfway across the building where he landed unconscious.

Falling to a knee, Peter grunted in pain from his leg. It throbbed relentlessly under the webbing double slowly turning red. "Damn, that hurt."

"Well that worked out better than I thought," Chameleon said from two buildings over, looking through his binoculars. "But it's time to end this. Say goodnight bug boys." With the sickening lipless smile still plastered on his faceless head, he pulled out the metal device once more and pressed a second switch on it.

Moving over to the unconscious Spider-Man, Peter wanted to check to see if he was okay when his Spider Sense went off. When it was this intense it meant to move away fast. Grabbing the unconscious vigilante, Peter dove off the side of the building and swung across the street to another building a moment before the floor he was on, as well as the one below it, exploded. The people on the street panicked as more debris fell around them.

With his costume in tatters, Peter watched as the building he was on burned from the resulting explosion. The other Spider-Man seemed just fine despite being unconscious. Tempted to pull his mask off, Peter thought twice and left the other's identity a secret; something he himself had a hard enough time doing when he started out.

"You," a voice from behind him said.

When he turned, he saw a group of people staring at him. "Where did you come from? Who are you?"

"Get him!" another hostage yelled.

"Wait, what?" Peter said as they charged him.

"Get him, he took us hostage!"

"And call the police, he hurt Spider-Man!"

"You people are crazy, you know that?" Before they could catch him, Peter leapt off the building and swung away as the people checked on the other Spider-Man.

"That's it!" Peter yelled as he shot between buildings to get as far away from the scene as he could. "I've had enough of his damn costume. It's over. I'm done."

To be continued


	7. Chapter 7

**7.**

"Oh my God! Peter, what happened?" Mary Jane asked as a tattered costume Peter Parker entered his room through a window.

"The usual. Bad guy, bombs, hostages. Collapsing building. Angry, angry mob. Bigger bombs. And did I mention the bombs yet?"

With a grunt, Peter sat down on the couch in front of his window and pulled what was left of his mask off. A small cut was under his left eye from the broken lens as well as a bruise across his cheek.

"Well, I got a first aid kit. So take your top off and I'll see what I can do."

Again, Peter grunted as he disrobed so Mary Jane could tend to his wounds. All small cuts were already closed up but she still had to remove a small piece of shrapnel or two from a few places on his back. Iodine spotted his body like a leopard's spots and bandages were applied to the larger cuts on him.

"Ok, I only have one more on my leg under the webbing. I had to pull a large piece of metal from it."

"All right. Take the webbing off and drop trou. I'll see what I can do."

Peter both grinned and blushed at her words. "Yeah, I bet you will."

"Pull it back, Tiger. Let's get you patched up first. I hope you won't need stitches because I…"

"Peter!" Gwen's voice came from downstairs as a door opened and several footsteps rushed inside. They were all headed upstairs with the sound of heavy bags hitting the floor.

"Peter, dude you, whoa." Bobby stopped at the top of the stairs leading into Peter's room with Johnny and Gwen bumping into him. "Geez, what happened?"

"He got his tucas handed to him," Gwen said as she pushed past him. "Dang Pete, are you that rusty?"

"No, and let's just say I ran into the other version out there and he was the same color as grass."

"Well you can tell us later about that. Aunt May's on her way home."

"What?" Peter said standing up quickly that immediately added an, "Ow."

"We had to cut through yards to get here first," Johnny said. "She was going through stop signs and lights and will be here…"

"Peter Benjamin Parker!" The sound of Aunt May's voice made the teens freeze and stand upright. "Get down here right now!"

"I'm out," Bobby said as he ran downstairs.

"Right behind you," Johnny said as he followed.

It wasn't long until they were heard apologizing to May Parker and ordered to get out of the house. The two boys said they'd be back for dinner in which may responded with yelling Peter's full name again.

"Pete, I love you. You like a brother, but you're on your own." Gwen hugged him and quickly climbed out the window. "MJ, you coming?"

"I've got to go with Gwen on this one," Mary Jane said. "She used your full name and that's never any good."

"But, MJ…"

"Love you, Tiger." She blew him a kiss then disappeared out the window.

"Now!" May yelled.

"Oh man. I wonder if Stark can get me out of this one."

For a half hour straight, May Parker made her opinion known to Peter quite clearly. She brought up everything from his constantly patrolling for crimes, to this near death, and even to what she went through when people found out who she was. Even his Uncle Ben's death was brought up along with the pain she had to live through with his, Gwen's, and Peter's. It was hard enough to listen to her bring up these painful memories but it was even harder to concentrate on her and not at what was going on outside with Gwen dangling from the top of the porch and falling to the ground where she waited for Mary Jane who then did a face plant into the yard with Gwen somewhat breaking her fall. Both girls stood up, dusted themselves off, and took off for Mary Jane's house but not before Mary gave Peter a quick wave then was drug off by Gwen.

"I don't want to go through that again," May said. "I couldn't take it. Everyone I work with said they say you on the news and came to get me, wanting to know how you were alive or if the whole thing was faked. What were you thinking?"

"I…"

"Don't answer that. I have a pretty good idea what you did and it's my fault. I never should have let you go outside in the first place. I should have known you would put on that costume and go out looking for trouble. I don't what you wearing the costume again."

"Aunt May, I'm sorry," Peter pleaded. "I had to see if I could…"

"You didn't have to see anything. I thought you weren't going to go out in public yet. You told me you were done with this Spider-Man thing."

"It was a knee-jerk reaction."

"Peter."

"No, Aunt May, I had to see if I could help. People may have been in trouble. I was there, and I..."

"You could have gotten yourself killed again!"

He knew she would use those words and knew she would most likely cry, but it was still painful to him to see her hurt like that. This morning he left the house after she gave you a big hug and now he had come back looking like a building fell on top of him, which one nearly did.

"Okay," Peter said. "I'll quit. I won't wear the costume again. I won't be Spider-Man anymore. Just please, don't cry."

Wiping the tears from her face, May looked over her shoulder back at her nephew. "Why?"

"Because I don't want to hurt you anymore."

"Not that. Why did you want to do this again? You've got a second chance, Peter. So why make the same decision again?"

Peter put a hand on her shoulder and she put hers on his hand. "No one does anything, Aunt May. Someone needs help, and people just ignore them. People want to not get involved if they can help it. And it's because of them that I do this."

"I can't argue with that. But please, please wait to do this again. It's too soon for you to wear that godforsaken costume. I don't want to lose you. Not again."

"You won't." The two stood and stayed that way for a while when the doorbell rang.

"I'll get it," May said. "You go take care of those injuries and I'll call the others for dinner."

Limping back up to his room, Peter tried his best to remain quiet in case it was anyone besides his friends at the door. He kept going over the day's events and mentally kicked himself for not being careful to not get caught on camera.

"Peter," his Aunt called. "It's for you."

"Is it MJ?" He asked as he headed back down the stairs. "She was gonna help me with my…" He froze at the bottom of the staircase when he saw who it was.

"It is you. You are alive." Standing in the doorway of his house was a young brunette woman wearing a scarf and glasses. She pulled them off and walked over to Peter who couldn't believe who it was.

"I saw you on TV a while back and couldn't believe it was you. Then this afternoon you were on the news in your old costume. I just had to make sure was you. "

They stood across from each other for a bit before she reached out and hugged him tightly.

"It's good to see you too, Kitty," Peter told her. "And also, ow."

To be continued


	8. Chapter 8

**8.**

"So how long are you staying?" Mary Jane asked as she lay on Peter's bed and fiddled around with one of his web cartridges.

"About one or two days. Aunt May said I could stay longer if I need to but I got to get back to the others," Kitty told her from the couch.

"Oh yeah, you told me about them last night. You think Johnny and Bobby are gonna go with you?"

"I hope so. We need all the help we can get. Forming this new X-Men team is tough work but any extra supers will make it easier to operate."

"Speaking of X-Men," Mary Jane said as she sat up and scooted to the side of the bed. "Have you thought about what Gwen and I asked you last night?"

"You're lucky I still have connections for that. But I already began working on that last night."

"Began working on what?" Gwen came in with a few bottles of water and practically threw herself on Peter's computer chair before giving each girl one and propped her feet up on his desk.

"What we asked Kitty for." Mary Jane tossed the cartridge on the small table by the bed and took a drink. "I hope it comes out okay."

"It will," Gwen told her. "Cause I'm awesome, and your bodacious."

"And what about me?" Kitty asked.

"Ah Kats, your totally tubular."

"Been watching Ninja Turtle movies, much?"

"You know it. Nothing like seeing four mutant turtle ninjas beat the snot out of guys in pajamas."

"What are you saying about guys in pajamas?" Entering his room from downstairs, Peter looked over at the three girls and came to a halt. "Uh oh."

"Uh oh, what?" asked Gwen.

"Um, nothing. I'll just go back downstairs."

"No, stay here with us. You're living every guy's dream of being alone in a room full of girls," Kitty said as she winked at the other two.

"Um, excuse me? Don't you mean incredibly hot girls?" asked Gwen.

"Yeah, Tiger," Mary Jane said. "Stay with us. Unless there's something that'll make you nervous about having your girlfriend and two ex's in the same room."

"Ohh, you mean we get to talk about him in front of his face this time?" asked Kitty playfully.

"That's a great idea," added Gwen. "I'll start. Did you notice that every time Peter gets flustered with a chick, he starts to stutter?"

"I…I…I don't…do…that," Peter said with a red face.

"Or how about the cute way he tends to wrinkle his nose at your perfume when he's near you?" Kitty said with a grin.

"Or how about when he kisses you his hands always move to your…" Before Mary Jane could finish, Peter had hightailed it out of the room and down the stairs with incredible speed. The three girls laughed at his sudden disappearance.

Miles away from the Parker house on the outskirts of the city, Chameleon was hard at work inside an abandoned building. Maps, building plans, weapons, clothing, and several security passes sat scattered around a darkened room with the mastermind hunched over a desk that was illuminated by a single desk lamp. Writing like a man possessed, he plotted and re-plotted countless ideas of how to get out of city after what he had in store. The map tacked to the wall in front of him had a red line tracing one of the many possible escape routes along with green, yellow, and blue lines as backup routes in case something should go wrong. Purple thumbtacks marked carefully chosen spots on a floor plan of a bank in downtown Manhattan. Each one had a number listed beside it with higher numbers being closer to the center.

Times were written out as were mathematical equations next to a pile of bombs sitting on a table on the other side of the room. Each one corresponded with a number on the floor plans and needed a few more finishing touches to be complete. Beside them and the tools he used sat an automatic pistol with several ammunition clips ready to go. The last thing that sat on the table were the black and red as well as the red and blue Spider-Man costumes he wore the day before last. Last time his plans worked out like a charm. This time he would make sure one, if not both, would die before he left the country for good. Maybe that way, Danvers would get off his back for doing what she wanted in a roundabout way. If not, he still had a Shield uniform he could always use if she needed to be taking care of.

Sunday night at the Parker house was just as a had been since Peter could remember, only with another guest in the house this time. May was cooking dinner with Gwen helping out. Bobby and Johnny were in the living room, watching some so-called reality show with women prancing around the next to nothing. As for Peter in Kitty, both were upstairs in his room alone.

"So you really think Bobby and Johnny will go?" Peter asked.

"For the zillianth time this hour, yes. They said they were coming with me. Now quit changing the subject and answer my question, Peter"

Taking a bite of an Apple, Peter nodded and breathed deeply. "I don't know."

"You should know," Kitty told him.

"I didn't see much of anything. Danvers kept me secluded as much as he could. Why would she be behind experiments on mutants anyway? That Geldoff guy was in Shield custody to determine what was done to him. Why would they be doing stuff like that?"

"It's the war Shield keeps talking about. World War III? The genetic war? Instead of tanks, bombers, and battleships, we have people who can shoot lasers, fly at warp speed, or, or, command whether. Xavier told us once that the X-Men were supposed to be a strike force that could calm problems before they attracted Shield. We were supposed to stop these things from happening. But now the baddies are stepping up their game and we don't have many heroes left. We need Intel and we need it bad. Fury may have been a scumbag but Danvers is worse. It's almost as if she wants to start the war herself."

"Kitty, I've told you everything I know. If I wasn't in my room, I was in the training center. If I wasn't in the training center, I was in the locker room taking a shower before going back to my room."

"I remember those days." She winked at him.

Peter blushed. "An…any…anyway, um, I was only on two missions. And besides fighting that Geldolf guy at that factory, I really can't tell you anything more. "

"And Logan's clone," Kitty said. "Now if you don't think they're doing something behind the scenes then you may need glasses again."

"Peter, Kitty, dinner's ready," May called from downstairs.

"Coming," Peter told her as Kitty's cell phone rang.

"Tell your aunt I'll be down in a minute," she said after seeing who it was.

Turning away from where Peter was on the couch, she answered the caller quietly and waited a second for Peter to get up and go towards the staircase. "Hey, could you tell Gwen to come up here?"

"I'll try, but she loves her dinner."

"Tell her it's about the other night with me and MJ. She'll understand."

Peter looked at her questioningly from where he stood atop stairs. "Okay, yeah, I'll tell her to come up."

The moment he disappeared down the stairs, she spoke to her caller again. "Okay Jean, send it, I'll tell the others. And thanks. I owe you and Susan one."

To be continued


	9. Chapter 9

**9.**

It had taken a few days but Chameleon felt all this basis had been covered from his extensive planning. Dressed as a security guard with a face to match, he made his rounds while making pit stops at every trashcan and under every security camera mount. Booths where people would write out their deposits or other documents were also stopped at with him mentally checking off every spot he had marked out on his map, which he burned along with what he had left behind.

Everything was going smoothly. The people were few, it was a slow day, and even the security team seemed more than ready for closing time. It was all perfect, exactly as he had planned and now was time for it to go into effect.

Casually heading to a quiet hallway, the Chameleon shed his uniform and drew his pistol. Extra ammunition was stored in a utility belt along with various electronic detonators. The last thing he put on was a familiar red mask. Now was when luck would play a roll. He was banking on a certain wall crawler to show up, which was the reasoning behind his red and blue fashion choice.

"All right, you know the drill," he yelled as he emerged from the hallway with his gun drawn. "Public, kiss the floor. Tellers, fill the bags. Security guards, surrender your guns or else."

"Take him…" Before the head security guard could issue his order, the Spider-Man dressed Chameleon put a half dozen bullets in his chest.

"Anyone else have anything to say?"

"Why are you doing this?" a woman asked. She too was shot dead.

"That's why. Now hand over the guns or this place goes up in smoke."

He flicked a switch on his belt and several high-pitched whines emitted from the trash cans. One look by the security guards told them this guy had the entire bank wired to explode. One by one, they slid their weapons over to the gun toting Spider-Man and joined the others on the floor.

"How are my bags coming along over there? You finished yet…"

The bank teller, an older man with gray hair, was hunched over his counter with the moneybag in a tight grip. His hands were shaking and his face was in a state of pain as he grunted deeply and foamy spittle seeped out of his mouth.

"Earl's having a heart attack!" one of the female tellers yelled.

"$# &!" The Chameleon said. "This can't be happening." With his attention diverted he didn't see three of the hostages attempt to escape and trigger one of his bombs.

An explosion rocked the front of the bank, killing the three fleeing hostages and sending the others into a panic. Those outside fled the scene and screamed as several others entering the bank were caught in the explosion and were also killed. It didn't take long for the police, fire department, and EMTs to get there. With his plan falling apart, Chameleon new it was only a matter of time before his intended prey showed up. Sure enough, a black and red vigilante made himself known within a few minutes of the emergency responder's arrival.

"Is that all they do?" Peter groaned from the couch in the living room. "Come on, man. Change the channel. I don't want to see this crap."

"How can you call this crap?" Bobby asked. "One of these girls could be the next best model of the US."

"Oh, for only one seam to pop." Johnny was on the edge of the sofa next to Peter with his eyes bouncing along with what he saw on TV.

"Change it to College Wolf. At least that has substance." When the others didn't respond to him, Peter slumped down further and glared at the TV. "Nothing but fake plastic people…hello."

A woman came on camera that caught his attention and he ended up like the others, on the edge of his seat. She walked down the runway and prepared to turn at the end when the news broke in and interrupted the show.

"No, I liked her," Johnny said in disappointment.

"She, she had on a thong," Bobby wept. "A beautiful, sweet, gorgeous thong."

"Oh crap." Peter stood and stared at the image of a bank as police surrounded it. Plastered under the live image was the caption, "Original Spider-Man robs bank, kills several in the process."

The three teenage boys stared holes in the screen. As the reporter continued their coverage of the event, replays marked less than a half hour ago showed the red and blue Spider-Man with what appeared to be a belt and pistol holding off be black and red version. Every time he came close to the armed robber, he would quickly retreat for some reason no one could make out. There was a time however when the camera crew just outside one of the main Windows caught a glimpse of the red and black Spider-Man firing a web line and ensnared the red and blue Spider-Man's mask. With a tug the mask was ripped off a revealed a person with no face whatsoever that looked to take the red and black vigilante by complete surprise. This of course had the news reporters completely baffled as to who this person was if not the original Spider-Man from a year ago.

Upon seeing this, Johnny turned to Bobby who turned back to look at him. "Bobby, ice up. I'll…"

"No, Johnny," Peter said. "Remember what Kitty told you the other night? They'll shoot you and Bobby first for being mutants."

"But I'm not a mutant," Johnny told him.

"It doesn't matter to them." May came into the living room from the kitchen with a dish cloth in hand. "She told me everything she told you to. And while I can stop you two from going, please listen to reason and let Spider-Man handle it."

Both boys looked at Peter but he shook his head. "Not me. I'm not Spider-Man anymore."

"He's gonna get himself killed," Johnny said. "You know he will. We know what that shape shifter guy can do. He'll kill everyone in the building."

Peter stomped past them and to the stairs. "For the record, I don't want to stay, but I have to. People don't want me anymore."

"Oh come on, Peter," Johnny said. "You're just gonna quit? What about the people who need guys like us? You could take him down and…"

"I made a promise I wouldn't be Spider-Man anymore. I'm just an ordinary teenager. Nothing more."

"So that's it? Let the bad guys do what they want? Let them win? I told you I looked up to you before I knew who you were, remember that? Same thing with Bobby because of what you did. You're no hero, you're just as bad as they are because you're letting these things happen and not doing a damn thing about it!"

Peter was almost up the stairs when he turned back at Johnny's words. He looked ready to yell back at him but instead just growled angrily and headed up to his room.

"He'll figure something out," May said. "He just needs time."

Bobby and Johnny just looked up the stairs after Peter as he rounded the corner.

Climbing up the last staircase to his attic room, Peter just wanted to be left alone. The bad mood he was in was only worsened by the fact that he felt like he was once again trapped in the house with no chance of getting out now.

As he climbed the last few steps, he heard some light giggling from his room. Kitty met him at the top of the stairs and had a sly grin. He was about to say something to her until he saw Gwen and Mary Jane lying on his bed with mischievous grins of their own.

"What's this?" Peter asked. "And how did you get up here?"

"Kitty helped me out. And we've got a big surprise for you, Tiger" Mary Jane crooked her finger to urge him further into his room.

"You're going to love this," Gwen said.

Looking at the three girls and the way they looked at him, Peter could feel his face flush. "Uh…am I…uh…am I gonna…"

"Relax, Pete," Kitty told him with a hand on his shoulder. "This will be something you will never forget."

To be continued


	10. Chapter 10

**10.**

"Ah, man, this is… tight." Peter said with a grunt.

"You've had tighter," Gwen told him. "Remember MJ's?"

"Yeah, but, it stretched after a while."

"This will too. Now come on, get in there."

"You brought this on yourself Pete," Kitty said. "Just work with us."

"Ow, something snapped," Peter winced.

"Sorry, my bad," Mary Jane said. "Just trying to jam it in there."

"Well no jamming anything, please."

"Oh man up, Peter," Gwen said.

"I am manned up. It's just a tight squeeze."

"No, it's because you're so big. You're bigger than I remember," Kitty said. "When you're all the way in just move around and it'll stretch. That's what they all do."

"I know that. I've done this hundreds of times. Just let me do things my way."

"If we did that we would be here a lot longer," Mary Jane told him. "We need to do this right."

"And fast. You don't have much time before they hear us downstairs and want to see what we're doing," Gwen told them.

Downstairs in the living room, Bobby and Johnny were still watching TV as May went back to washing the dishes. Everything was as it was before the news broadcast, more or less with the only difference being what was on the television.

"This sucks, man," Bobby said. "Peter's right, it's like everyone's rooting for the bad guy and no one wants heroes anymore."

"Course, no one wants to be one anymore." Johnny continued watching the broadcast closely. The guy in the red and blue outfit with no face had managed to keep the other Spiderman at bay for close to an hour now. "Anyone else killed, I'm going. I can't stay and do…"

A heavy thud came from upstairs followed by a round of laughter. Both teenage boys looked up at each other.

"Peter's up there, right?" Bobby asked.

"Yeah," answered Johnny.

"And so are the girls, right?"

"Yeah."

"So he's up there, alone, in a room full of his girlfriends?"

"Yeah."

"Dude," Bobby said. He and Johnny looked at each other again then said the same thing as one, "Ultimate player." They followed it up with a fist bump.

"Alright, let's see it," Kitty said as she and Gwen joined Mary Jane by Peter's bed.

Taking a step back, Peter rolled his shoulders and flexed his arms. He twisted at the waist, moved his legs around, and rotated his neck to get a feel to the new outfit. The costume was of a completely different material and wasn't like what he was used to wearing with the cloth version. It was still formfitting but did indeed stretch out and became comfortable within a few minutes.

Dressed mostly in a dark blue, Peter looked himself over as the girls looked on. His boots were gone and now only the outside half of his feet had a dark Crimson on them that reached up to nearly the top of his calves and shins. His waist had read slits on each side that gave the impression of a partial belt. Red covered the tops of each arm with a break of dark blue on the forearms. They covered the shoulders and converged into a large spider design on his chest and back. Unlike the last one he wore, this costume had no web pattern to it and looked as if it could easily blend into dark areas quite easily.

"It's made from the same material the X-Men uniforms are made from with a little bit of unstable molecules thrown in," Kitty told him. "It's more durable than the cloth one you wore and can take a bit more punishment without you getting injured and will not burn or let you get cold."

"You…" Peter said when Kitty cut him off.

"You can thank Jean and Susan for the material. I just got the ball rolling."

"And we came up with the design," Gwen said indicating her and Mary Jane.

"Well, how do you like it," Mary Jane asked. "We worked on it for the past few weeks and Kitty here…"

"It's a great, MJ. Thanks. All of you, thank you."

"Now there's only one thing left to do," Gwen said. "Go break it in."

"Yeah, about that," Peter said with his head hung down and his hands on his hips. "I appreciate what you did here, but I can't go. I promise Aunt May I wouldn't."

"Peter, you can't mean that. Those people are going to die if you don't…"

"I can't, Gwen." He took a few steps away from them. "I…"

"Peter," his aunt called. "Do you want some…" She stopped at the top of the steps and stared at her nephew with a bowl of popcorn in her hands which she then dropped to the floor. "What's this?"

"Aunt may, I…"

"No. You take that thing off and you throw it away. You promised you wouldn't go out there again like that."

"Aunt May," Kitty said. "He's…"

"Kitty, no. He's not going to get himself killed again. I won't allow it."

"I'm not!" Peter yelled. "I was telling them…"

"Aunt May," Johnny said as he came running up the stairs. "He detonated another bomb in a couple more people were killed. We're going, Bobby and me."

"Then go, but Peter stays."

"Aunt May…" her nephew said

"Enough, Peter."

"Aunt May!"

"I said enough!"

"It's not enough!" Peter and his aunt stared angrily at each other, neither wanted to back down in the slightest. "I know what I said. But if Johnny, Bobby, or even Kitty go, things will get worse. I'm not asking you to let me go, but I'm not telling you I won't. People are dying out there and if I can stop them then why shouldn't I help? I don't want to break my promise but someone has to do something."

"But why you? Why must it always be you?"

"Why any of us?" Bobby asked. "Why is it any of us have powers and others don't?"

May looked at the six teenagers around her. Four had powers and two didn't. Despite that, Mary Jane and Gwen didn't let that stop them from helping her nephew when they could. The two from the X-Men and one from the Fantastic Four could have turned their backs so easily on the ones they protected that also hated him. It was a choice Peter was making at that moment because of her. She may be his aunt but he was more of a son to her and she didn't want to let him go. But seeing him now in that new costume and the other's willingness to go themselves, she knew she had to let him try.

"I don't want to lose you again," May told him

"You won't."

She hugged him tight with him doing the same to her. "Please come back safely. You're my son. I love you."

"I love you too Aunt May. Mom."

She kissed the top of his head and held him for a few more moments before letting him go.

"We have something else for you." Reaching into a large box the costume arrived in, Kitty pulled out a grey sleeveless hoodie. "This goes with it." She gave it to Peter and he looked it over.

"I don't think I should wear a hoodie with this," he said.

"It's bullet proof."

"You're wearing it," May told him.

"Yes, ma'am." He quickly put on the sleeveless garment and zipped it up. The front was adorned with a large red spider like the one on his costume. "So does the hood act like a mask or…"

"I got it," Mary Jane told him.

She pulled a red mask out from her pocket and stepped toward him. Fitting it over the top of his head, she slowly slid it down to just the top of his eyebrows. "Be careful. And remember, I love you. I'll be waiting for you when you get back."

She gave him a long kiss before sliding his mask on completely then handed him his pair of web shooters he had brought from Shield. "Go get 'em, Scarlet Spider."

To be continued


	11. Chapter 11

**11.**

No matter what the red and black Spider-Man tried, getting in close to Chameleon was next to impossible. From what he could figure, he had some sort of invisible alarm system around him from where he stood atop the tables for customer use. Every time he got too close, a bomb would arm and he would have to move out of the way quickly before they exploded as well as dodge Chameleon's gunfire. Had it not have been for a few grazes, Spider-Man would have managed to stop the previous bomb from going off. As it was, he was lucky no one had died in that explosion and had only suffered a few injuries.

"This'll get you," Chameleon muttered.

The remote he held displayed the remaining bombs he had at his disposal, which were quite a few. With the push of a button, he triggered several smoke bombs to catch the vigilante off guard. With several of them of them exploding in his face, Spider-Man was too distracted by them to move out the way for a larger, were deadly explosion. Leaping away a second before he was caught, Spider-Man only suffered minor injuries. As he hit the floor, the Chameleon could be heard laughing wildly.

"You know, to hell with the hostages and to hell with the plan. I'm squashing me a little black #$& tonight. But first, if you want me, you'll have to catch me."

Running over to the stairwell, the Chameleon grabbed a grapple gun from his belt and launched it towards the top floor. Once the line was secured to the top railing, he zipped up words while dropping several more smoke bombs behind him. "Meet me on the roof, wannabe!"

"Everyone, get out now," Spider-Man yelled before he took off after the faceless criminal.

Breaking open the rooftop door, Chameleon leapt behind some cover, reloaded his pistol, and waited for his prey. Hours upon hours of planning went into this final face off and he wasn't going to walk away from here and back into Shield custody. The other Spider-Man was injured; he would be slower and much easier to tag with his pistol, not to mention the bombs he had planted around the building's roof to give him the necessary edge to win this fight.

Keeping quiet and focusing on his surroundings, Chameleon concentrated on trying to hear the vigilante approach. It would be next to impossible for him to take him by surprise and sure enough, a small bomb went off followed by another loaded with shrapnel. Again, the sickening grin formed on his featureless face when he heard several more explosions and a painful yell soon after.

"Music to my ears." Coming out from his hiding place, Chameleon trained his weapon on the downed vigilante. "I'll give you some credit, kid. You're just as stubborn as the original." He morphed of his face to that of Peter Parker's. "But now we have two Spider-Men running around, soon to be one. And after I'm done with you, I'll… What the hell?"

Faster than he could react, the Chameleon's gun was ripped out of his hand and landed several feet away. Grabbing two detonators from his belt, he looked around the bank's rooftop for any sign of the one responsible for his disarmament. The downed Spider-Man gripped his side where his ribs were injured, causing him to have trouble breathing. He tried to take advantage of the distraction and crawl away to recuperate momentarily when Chameleon noticed his movements.

"Don't you leave anytime soon," he told the injured vigilante. "He's here now."

"Who… Who's here?"

"The real Spider-Man, wannabe." He slowly made his way around several large air conditioning units and a large satellite dish, being careful to keep his hidden bombs between him and any possible areas he could be ambushed from.

"Hey, has been! Just so you know, you've got a bounty on your head, bug boy! You killed my sister, you had your sidekicks lock me away, that's two strikes against you! Showing up here tonight? Strike three!"

He pushed the buttons of the detonators he held and armed the remainder of the bombs. He continued making his way over towards his gun while keeping an eye out, not noticing some careful movements from the shadows behind him. The blinking lights of one of his bombs faded out as the man in the shadows moved on to another one. Again, the lights went out and soon after another, then another until all were offline.

"Okay, enough of this," Chameleon said. "If you don't want to play, I'll in the game my way."

Heading back to the injured Spider-Man, Chameleon cocked his gun and prepared to fire. As he turned the corner of an air conditioning unit, he was surprised to find him gone.

"$ &#. Where did he crawled off to?" He looked around him and yelled out, "Where is he? Where did you take him?"

On a rooftop several buildings over, Peter set the black and red Spider-Man against the wall of the roof. "Take it easy. Sounds like a broken rib."

"You're…you're… are you…" Spider-Man tried to say.

"Yeah. I'm the original. And you know that's not the real me down there."

"I'm sorry. I thought…"

"It's all right. He fooled me to. But I'll take care of him. Just stay put. He and I go back and I'm looking to settle the score." Putting on his hood, Peter turned to leave when his other version stopped him.

"Wait. He has the roof wired with explosives. He's killed several others and wants to kill you to." It was a little difficult for him to tell Peter that with his ribs in the condition they were in. "Don't let him get away. You've got to stop him. You're Spider-Man and…"

"Stop right there," Peter told him. "I took out the bombs and now that I know who it is, I'll take them out quick. And it's not Spider-Man anymore." Peter leapt onto the wall on the edge of the building and fired a web line. "It's Scarlet Spider."

Looking over the edge of the building, Chameleon tossed one of the detonators in his hand repeatedly. "Better back off, pigs." He morphed his face back to its original featureless appearance. "Because of that damn wall crawler and bank teller, if I don't escape, I'll take you wall with…"

Instantly, the Chameleon was taken off his feet hard by a collision to the chest from a fast, swinging Scarlet Spider. The attack was enough to launch him off the roof clear across the street high over the reporter's heads. Falling for a few seconds, Chameleon thought the next thing he would feel would be the impending impact on the ground below when he heard a familiar 'Thwip' and was stopped in midair. The crowd below screamed and gasped as the red and blue dressed Chameleon hung by his foot with a hooded, similarly dressed individual holding up.

"You've got one chance," Scarlet Spider yelled at his faceless foe. "Who's got the bounty on me?"

"What bounty?"

"The one you said is on my head. Who's behind it?"

The Chameleon morphed his face to Peter's and laughed. The large, angry looking white eyes of Scarlet Spider's mask reflected his face. "I know it's the real you. You can't fool me. Let's just say…they've got one hell of a power trip going on and don't like having anything out of their control."

"No name, wrong answer." Letting go, Scarlet Spider watched as Chameleon fell, screaming along with the crowd as the ground drew near.

Less than twenty feet from the street, Chameleon was jerked back up into the air and tossed close to another building where Scarlet Spider grabbed him by his collar. "Change back!"

"Why? Does the face freak you out? I was told you were killed and after doing some homework," Chameleon's face morphed into that of Norman Osborn's. "I think I know how to get in your head."

Scarlet Spider could feel the fury rise up in him and was soon beyond seeing red. The entire world was black with the Chameleon being the only thing he could see. He punched the Norman faced criminal across the face without realizing how much strength he put into it and had dislocated Chameleon's jaw. Instantly, his face morphed to that of the Green Goblin and Scarlet Spider punched him again and again, each time with more force as he felt himself go over the edge at the criminal's taunts and yelled out in anger. The world faded completely out as he lost his temper. He didn't notice the police shouting at him to stop until a gunshot hit the bricks close beside him.

Snapping back into the real world, Scarlet Spider looked at a bloody, faceless Chameleon and cursed himself for losing his temper. In fact, he never lost his temper like that before and didn't know why he flew so far over the edge like he just did. Everyone on the street below was recording him and taking pictures as he cocked his left webshooter by twisting it before tossing the criminal into the air. He fired a glob of impact webbing to encase him and caught the beaten Chameleon by a strand of webbing.

Looking over the crowd one last time, he saw Johnny, Bobby, and Kitty standing by in case he needed them at the far end of the mass of people. The three young heroes sunk back into the crowd as if they were never there to begin with without attracting any attention. Jumping off the building, the Scarlet Spider fired a webline and swung away with his quarry, disappearing into the night with the people shouting after him. Even the red and black Spiderman couldn't help but smile from his vantage point.

"Like a boss," the other vigilante said before swinging off in the opposite direction with a hand over his midsection.

Several minutes and buildings later, Chameleon swung helplessly upside down, fully encased in webbing with only his head uncovered. His face was bruised with evidence of broken bone underneath his skin. He looked like an overstuffed sack of rocks with beating he endured moments before he was encased in the web-like substance. After a quick interrogation in which he gained no usable information, Scarlet Spider called the cops from a payphone and left him there. However, it was not the cops who found him but Shield personnel.

"Well, look at you now," Carol Danvers said as she drew near him. Several Shield agents stood around the area in case of any unwanted interference. "Looks like Parker went and used that impact webbing of his to deliver you to us. And to think, you could have worked for Shield and have our resources at your disposal."

"Screw you. And screw the Parker kid. But that guy. That new Spider-man. He wasn't Parker."

"Yes he was."

"No, I mean he may be Parker, but he's not the same. Whatever you did to him, whatever you did to that kid before he switched costumes… he's not the same."

"Yes he is."

"No, he ain't!" Chameleon shouted as he spat out some blood. "Look at my face! He's never beat anyone like this. He beat me so bad that I can't morph!"

Drawing in a deep breath, Carol exhaled heavily and spun the captured shape shifter around. "Oh he's the same all right. It's just a side effect I was waiting to see present, if any."

"What are you talking about?"

"Just a little experiment on my end. And you were right earlier. I do have to control everything. It's in my job description."

"How do you know what I…" At the sound of a click, Chameleon stopped speaking and froze when he felt an object touch the back of his head.

"Like I told Parker, I have agents everywhere. You should have worked for me and gone to his house to get him for us in the first place. But you had to do things you're way. Didn't you?"

"Wait, wait… I'll…"

A loud gunshot erupted from the alley where Chameleon and Sharon were. The Shield soldiers guarding the area carried on as if nothing happened and only reacted with a salute once Sharon stepped into view while holstering her weapon.

"I want his body incinerated. Leave no evidence we were ever here, and I want the news recordings from our inside agent ASAP. After cleanup, get back to base. We still have a job to do."

Next: Epilogue


	12. Chapter 12

** Epilogue**

The next morning found Mary Jane sleeping soundly in her bed. Her brightly lit room was full of typical teenage items including posters of the current heartthrob, boy bands, and stuffed animals. It was still early in the day and her alarm had yet to go off for her to get ready for school. She slept peacefully as her mother continued getting ready for work downstairs; completely unaware someone was upstairs with her daughter.

Slowly, the window above the teenage girl's bed opened. Despite a barely audible creek, the room remained silent. The one responsible for it quietly crawled inside and was extremely careful not to disturb her as he clung to the ceiling. A cool wind blew in, brushing the few strands of hair on her face gently as she took a deep breath and shifted slightly. With a grin, the intruder lowered himself down on thin, gossamer strands of webbing until the tip of his nose touched hers.

"Wake up, beautiful," Peter said. It was enough to rouse her from her slumber and let out a loud scream when she opened her eyes. This sudden outburst caused the young man above her to jump and fall on top of her.

"Whoa, whoa, easy. It's me, MJ," he quickly told her.

"Peter, what are you…"

"Mary?" her mom called from the hallway with her footsteps approaching rather quickly. "Mary, what's wrong?"

The door to Mary Jane's room was flung open hard as Mrs. Watson ran in to check on her daughter. A few items on her dresser shook from the force exerted in opening the door. "Mary, what's wrong. What happened?"

"Oh, um, it was a bug," Mary Jane said with wide open eyes as she sat up in her bed. "A spider."

"A spider? You screamed about a spider?"

"Well, it was pretty big. And it was hanging over my face."

"Oh dear God. I thought you were in trouble or hurt."

"No, it was just a really, really big spider. It's gone now though."

"Well don't sleep with the window open." As she turned to leave, Mrs. Watson saw one of the items from her daughter's dresser she knocked over. It was a picture of Mary Jane with Peter from one of their dates a week before that fateful night.

"I'm sorry, hon." She gently put it back in its place after making sure the frame wasn't broken in any way.

"It's okay, mom." Mary Jane put on a look of longing when she looked at the picture while hoping Peter didn't sneeze or make any other sound from his hiding place at that moment.

"All this time, to think Peter Parker was a superhero. I owe him everything for keeping you alive. If only I could have told him myself."

Mary Jane swallowed hard as she stared at her mother while Peter waited for her to leave. He knew Mary's mother liked him but to have a regret of not saying such a thing to him made him a little disappointed she never knew his secret before rest of the world found out. The possibility of not wanting Mary Jane to be with him was always at the forefront of his mind if she should have ever found out. Losing Mary Jane was the worst case scenario at the time, but maybe things would be different if she knew he was still alive.

Looking at her watch, Mrs. Watson grabbed the door handle and took a step into the hallway. "Well, since you're okay, you might as well get ready for school. I'm going to work now, so I'll be home around six."

"Okay, mom. Love you."

"I love you too, sweetie." She shut the door and headed back downstairs much to the relief of her daughter and her boyfriend.

Mary Jane stayed in her bed and waited to hear the front door close downstairs. Afterward, she looked outside and saw her mother enter her car and take off down the street before telling Peter to come out from under her bed.

"You know, for someone without powers," Peter said as he stood up from the floor. "Your mom's extremely quick."

"Yeah. She's almost overprotective." She looked over at Peter who was wiping off the dust that clung to him from under the bed. "Do you think…maybe we could tell my mom you're alive?" She scooted over and made room in her bed as he took his shoes and jacket off then climbed in with her.

"Maybe." He wrapped his arms around her and the two cuddled with her back to him under the blankets. "I just don't know what I'm going to do yet. I would like to go back to school. To be me again. But I just don't know how to do it. Maybe we should tell your mom. Have her and Aunt May in the same room when we show her I'm alive."

"I would like that. I don't like hiding you from anybody."

Peter held her a little tighter and planted a kiss on her neck. "Thanks for being there when I got back last night. I really needed you."

"I had to. I'm Spider Girlfriend remember? Did Johnny and Bobby take off yet?"

"Yeah. They left a few minutes ago with Kitty."

"So it's just us and Gwen again?"

"Yeah. She already left for school. I should let you go to."

Mary Jane moved to face him and propped herself up on an arm. "I think I can afford to skip a day. My mom's gone till six. And you did save the day, hero."

A grin etched on Peter's face as he looked into her gorgeous green eyes of hers. "Hero's thanks?"

"Hero's thanks, Tiger."

The two kissed deeply and moved under the covers as they shed their clothing. Mary Jane tossed Peter's shirt across her room before working on his belt and jeans while he pulled her nightgown over her head. As they focused on each other, they didn't notice a car parking in the driveway a few minutes later and they especially didn't notice Mary Jane's mom was back until she knocked on the door to her room and turned the handle.

"Mary, I forgot to leave you much money."

The two teenage lovers moved the blanket from their heads and a panicked look struck their faces as the door opened.

Underground at the Triskelion, Carol Danvers marched through a long corridor with three Shield personnel close behind her. They passed numerous rooms identical to each other marked for only the uppermost agents to access before arriving at the end of the hallway and stood in front of a room marked B.E.-S1.

"Our experiment worked," Carol told the agents. "Parker lost control at the end and I don't even think Chameleon knew what face he morphed into after Osborn's. Good job on the goblin face."

"It worked like a charm, Mrs. Danvers. The Nano bots in Chameleon changed exactly when and to what you wanted," an agent said.

"And Parker gave into his darker side." Taking out a card, Carol swiped it in a scanner and typed a password into it, which made the door slide open with a metallic hum. "So are our projects ready?"

"As ready as they'll ever be. Ms. Danvers," another agent said. "Like you ordered, they are ready for use when you see fit. Although we used all our Nano technology on Chameleon to influence him the way you wanted, the suit was extremely responsive to what the scientists did to it."

"Perfect," Carol said as she looked at four, six foot tall, tubes before her. All had humanoid shapes in them that were covered in a black tar-like substance except for one, which had a young blond man inside. "As long as I'm in control, gentlemen, the suits, agents, and especially our dear Mr. Brock will show Parker he has no choice but to play by my rules. Every last super powered individual will fall in line or be locked away for the rest of their lives."

End

Thanks to everyone for reading. I hope you enjoyed it and also, thank you for the comments. I really appreciate them all. And stick around; I've got more ideas for further down the line.

Also, like last time, a song popped in my head that just fit, _No More Words_ by Endeverafter. So maybe give that a listen to after this. And keep an eye out in the fall/winter season. It's not over yet.

And if you're interested in seeing the main character concept art, I have them posted on my DA account. Go to Yahoo or Google and search for angelus-v1. It should lead you to my Deviant Art page.

Again, thanks.


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